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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1997
REGISTRATION NO. 33-81262C
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
POST EFFECTIVE AMENDMENT NO. 1
ON FORM S-3
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________
CANTERBURY PARK HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
_____________________________
MINNESOTA 7948 41-1775532
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S.Employer
Incorporation or Organization) Classification Code Number) Identification No.)
_____________________________
1100 CANTERBURY ROAD
SHAKOPEE, MINNESOTA 55379
(612) 445-7223
(Address, including zip code, and telephone number of registrant's principal executive offices)
____________________________
RANDALL D. SAMPSON COPIES OF COMMUNICATIONS TO:
CANTERBURY PARK HOLDING CORPORATION RICHARD A. PRIMUTH
1100 CANTERBURY ROAD Lindquist & Vennum P.L.L.P.
SHAKOPEE, MINNESOTA 55379 4200 IDS Center
(612) 445-7223 80 South 8th Street
(Name, address and telephone number of agent for service) Minneapolis, MN 55402
(612) 371-3211
____________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time
after the effective date of this Post-Effective Amendment as determined by market
conditions.
If the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with a dividend or interest reinvestment plan,
check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. [ ]
_____________________
THE REGISTRANT HEREBY AMENDS THIS POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT
ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
POST-AMENDMENT TO REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE POST-AMENDMENT TO
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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CANTERBURY PARK HOLDING CORPORATION
1,687,400 SHARES OF COMMON STOCK
WARRANTS TO PURCHASE 125,000 SHARES OF COMMON STOCK
This Prospectus relates to 1,562,400 shares of Common Stock, $.01 par value
(the "Common Stock") of Canterbury Park Holding Corporation (the "Company")
issuable upon exercise of Redeemable Common Stock Purchase Warrants (the
"Redeemable Warrants"), as well as 125,000 Redeemable Warrants and 125,000
shares of the Company's Common Stock issuable upon exercise of the
Representative's Warrants (as defined below).
In August 1994, pursuant to a public offering, the Company issued Units
consisting of one share of Common Stock of the Company and one Redeemable
Warrant to purchase one share of the Common Stock of the Company. Each
Redeemable Warrant entitles the holder to purchase one share of Common Stock at
a price of $4.875 per share until August 25, 1998. There are currently
1,437,400 Redeemable Warrants outstanding. The Company has the right to redeem
the Redeemable Warrants, at $0.05 per Redeemable Warrant, upon 30 days' notice
if the last reported sale price of the Common Stock for 20 consecutive trading
days ending not more than 15 days preceding such notice is equal to at least
$5.85 per share.
In connection with the 1994 public offering of the Units the Company also
issued to the Representative of the Underwriters 125,000 Warrants to purchase
125,000 Units ("Representative's Warrants"). Each Representative's Warrant
entitles the holder to purchase a Unit consisting of one share of Common Stock
and one Redeemable Warrant at a price of $4.80 per Representative's Warrant
until August 18, 1999.
All of the Common Stock and Redeemable Warrants offered hereby by means of
this Prospectus are being offered by the Company exclusively to holders of the
Redeemable Warrants and the Representative's Warrants.
The Common Stock and the Redeemable Warrants are listed on the Nasdaq
SmallCap Market under the symbols "TRAK" and "TRAKW," respectively. On August
27, 1997, the last sale prices for the Common Stock and the Redeemable Warrants
as reported on the Nasdaq SmallCap Market were, respectively, $3.875 per share
and $0.4375 per Warrant.
SEE "RISK FACTORS" FOR A DESCRIPTION OF CERTAIN FACTORS WHICH SHOULD
BE CONSIDERED BY INVESTORS BEFORE PURCHASING THE SECURITIES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997.
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AVAILABLE INFORMATION
This Prospectus is part of a Registration Statement on Form S-3 (together
with all amendments and exhibits thereto, the "Registration Statement") (File
No. 33-81262C) which the Company has filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
Registration Statement. Statements made in this Prospectus as to the contents
of any contract, agreement or other document referred to herein are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
The Company is subject to the information reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Commission. Such reports, proxy and information statements
and other information as well as the Registration Statement and Exhibits of
which this Prospectus is a part filed by the Company may be inspected and copied
at the public reference facilities of the Commission, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549, as well as at the following
Regional Offices: 7 World Trade Center, 13th Floor, New York, New York 10048
and 500 West Madison Street--Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained from the Commission's Website (http://www.sec.gov)
or can be obtained from the Commission by mail at prescribed rates. Requests
should be directed to the Commission's Public Reference Section, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Material filed
by the Company can also be inspected at the offices of the National Association
of Securities Dealers, Inc., 1735 K Street N.W., Washington, D.C. 20006.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference and made a part hereof: (i) the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1996; (ii) the Company's Registration Statement on Form SB-2 as filed with the
Commission's Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and declared effective August 18, 1994, which includes
the description of the Company's Common Stock under the caption Description of
Securities and the description of the Representative's Warrants; (iii) the
Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended
March 31, 1997 and June 30, 1997; and (iv) the Company's Report on Form 8-K
as filed on August 28, 1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this
Prospectus and prior to the termination of the offering described herein shall
be deemed to be incorporated by reference in this Prospectus from the respective
dates those documents are filed. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have
been, or may be, incorporated in this Prospectus by reference, other than
exhibits to such documents. Request for such copies should be directed to
Canterbury Park Holding Corporation, 1100 Canterbury Road, Shakopee,
Minnesota 55379, Attention: Financial Reporting Department.
FORWARD LOOKING STATEMENTS
THIS PROSPECTUS, INCLUDING THE INFORMATION SET FORTH BELOW AND THE
INFORMATION INCORPORATED INTO THIS PROSPECTUS BY REFERENCE, CONTAINS FORWARD-
LOOKING STATEMENTS CONCERNING POSSIBLE OR ASSUMED FUTURE RESULTS OF OPERATIONS
OR BUSINESS DEVELOPMENTS WHICH ARE TYPICALLY PRECEDED BY THE WORDS "BELIEVES,"
"EXPECTS," "ANTICIPATES," "INTENDS" OR SIMILAR EXPRESSIONS. FOR SUCH FORWARD
LOOKING STATEMENTS, THE COMPANY CLAIMS THE PROTECTION OF THE SAFE HARBOR FOR
FORWARD LOOKING STATEMENTS CONTAINED IN THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. PROSPECTIVE INVESTORS SHOULD UNDERSTAND THAT SUCH FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL
RESULTS TO DIFFER SIGNIFICANTLY FROM THOSE INDICATED IN THE FORWARD-LOOKING
STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO,
FLUCTUATIONS IN ATTENDANCE AT THE RACETRACK, CHANGES IN THE LEVEL OF WAGERING BY
PATRONS, LEGISLATIVE AND REGULATORY CHANGES, THE IMPACT OF WAGERING PRODUCTS
INTRODUCED BY COMPETITORS, HIGHER THAN EXPECTED EXPENSES, AND OTHER RISKS
APPLICABLE TO THE HORSE RACING INDUSTRY GENERALLY. IN CONNECTION WITH THE
FORWARD-LOOKING STATEMENTS WHICH APPEAR IN THIS PROSPECTUS, PROSPECTIVE
PURCHASERS OF THE COMMON STOCK OFFERED HEREBY SHOULD CAREFULLY CONSIDER THE
RISK FACTORS CONTAINED HEREIN. SEE "RISK FACTORS."
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PROSPECTUS SUMMARY
THE FOLLOWING MATERIAL IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS APPEARING ELSEWHERE OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. SEE "RISK FACTORS" FOR A DESCRIPTION OF CERTAIN
FACTORS WHICH SHOULD BE CONSIDERED BY INVESTORS BEFORE PURCHASING THE SECURITIES
OFFERED HEREBY.
THE COMPANY
Canterbury Park Holding Corporation (the "Company") is engaged in the
business of conducting live thoroughbred, quarter horse and harness racing and
pari-mutuel wagering operations related thereto at its facilities in Shakopee,
Minnesota (the "Racetrack"), as well as in conducting "simulcasting," which is
pari-mutuel wagering on races held at out-of-state racetracks that are televised
simultaneously at the Racetrack. The Company also derives revenues from related
services and activities, such as concessions, parking, admissions and programs,
and from other entertainment events held at the Racetrack.
The Racetrack was constructed during 1984 and 1985. From 1985 to 1992, two
groups unsuccessfully attempted to profitably conduct horse racing and pari-
mutuel wagering operations at the Racetrack. All horse racing and pari-mutuel
wagering operations ceased at the end of 1992 and during 1993 and early 1994 no
material business activities were conducted at the Racetrack. Further
information regarding prior operations at the Racetrack can be obtained by
reference to the Company's Registration Statement on Form SB-2 (File
No. 33-81262C) under "Business--History of the Racetrack." See "Incorporation
of Certain Documents by Reference" herein.
The Company was incorporated under the laws of Minnesota on March 24, 1994
and on March 29, 1994 acquired the Racetrack from the previous owner. On May 6,
1994 the Company commenced simulcasting operations. In August 1994 the Company
conducted a public offering of Units, consisting of one share of Common Stock
and a warrant to purchase one share of Common Stock. With the proceeds from the
public offering, including proceeds from the exercise of the underwriter's
overallotment option in September 1994, the Company retired debt associated with
its acquisition of the Racetrack. Since May 6, 1994 the Company has principally
engaged in conducting year-round simulcasting operations, five to seven days per
week and live horse racing ("live meets") on a seasonal basis, generally from
late May to mid-August. The Company is conducting a 56 day live meet in 1997
from May 17 to September 1, consisting of a 26-day mixed meet of thoroughbred
and quarter horse racing, a 27-day thoroughbred only meet, and three days of
live harness racing over Labor Day weekend.
The executive offices of the Company are located at 1100 Canterbury Road,
Shakopee, Minnesota 55379 and the Company's phone number is (612) 445-7223.
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THE OFFERING
SECURITIES OFFERED 1,562,400 shares of Common Stock issuable upon exercise
of Redeemable Warrants, as well as 125,000 shares of
Common Stock of the Company and 125,000 Redeemable
Warrants issuable upon exercise of the Representative's
Warrants.
EXERCISE Each Redeemable Warrant entitles the holder to purchase
one share of Common Stock, at a price of $4.875 per
share.
Each Representative's Warrant entitles the holder to
purchase a Unit consisting of one share of Common Stock
and one Redeemable Warrant, at a price of $4.80 per
Representative's Warrant, until August 18, 1999.
REDEMPTION The Company has the right to redeem the Redeemable
Warrants, at a redemption price of $.05 per Redeemable
Warrant on not less than 30 days' written notice,
provided that the last reported sale price of the
Common Stock exceeds $5.85 per share (subject to
adjustment) for any 20 consecutive trading days ending
not more than 15 days prior to such notice.
EXPIRATION The Redeemable Warrants expire on August 25, 1998.
The Representative's Warrants expire on August 18,
1999.
USE OF PROCEEDS Repayment of debt, working capital and general
corporate purposes.
RISK FACTORS
See "Risk Factors" for a description of certain factors that should be
considered by investors before purchasing the securities offered hereby.
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RISK FACTORS
In addition to matters discussed elsewhere in this Prospectus, prospective
investors should consider the following:
RECENTLY ESTABLISHED BUSINESS VENTURE; LIMITED OPERATING HISTORY. The
Company is a recently established business venture. While the Company has
acquired a facility at which horse racing and pari-mutuel wagering were
previously conducted, no such operations were conducted during the period
January 1993 through April 1994. Consequently, all functions of a typical
business operation -- such as marketing, customer relations, personnel and
accounting -- as well as those aspects unique to a racetrack business, have
been initiated without any continuation from the Racetrack's former owners.
Further, prior to commencement of the Company's operations, most of the
Company's directors and executive officers had no prior experience in owning
or managing horse racing and pari-mutuel wagering operations. Accordingly,
the Company faces all the risks typically associated with a recently
established business. The Company experienced a loss from operations during
the fiscal years ended December 31, 1994 and 1995 and reported only a modest
profit for its fiscal year ended December 31, 1996.
PRIOR UNPROFITABLE OPERATIONS AT THE RACETRACK. Although the Racetrack
was the only pari-mutuel racetrack authorized to operate in the State of
Minnesota during the period 1985 to 1992, the two previous owners of the
Racetrack were unable to conduct live horse racing and pari-mutuel wagering
at a profit. There was no live or simulcast racing in 1993. While the
Company believes that the amount it paid to acquire the Racetrack, combined
with a shorter live racing season beginning in 1995, will enable it to
operate at a lower expense level than the two previous owners of the
Racetrack experienced, no assurance can be given that the Company will be
able to attract a sufficient number of simulcast and live racing patrons
needed to support profitable operations on an ongoing basis.
PRIMARY SOURCES OF REVENUE; DEPENDENCE UPON SIMULCAST REVENUES. The
Company's revenues are derived primarily from pari-mutuel wagering on live
and simulcast horse races. In pari-mutuel wagering, individuals bet against
each other in a pool rather than against the operator of the facility or with
pre-set odds. From the total amount wagered, referred to as the "handle,"
the Racetrack deducts a percentage, referred to as the "takeout," with the
balance returned to winning patrons. The takeout constitutes the Racetrack's
primary source of revenue. From the takeout, the Racetrack is required to
pay state pari-mutuel taxes and set aside amounts for purses and a state
administered fund, known as the "Breeder's Fund," which benefits the horse
racing and horse breeding industries generally. If the handle is from
simulcasting originating from an out-of-state racetrack (the "host track"),
additional amounts are paid to the host track from the takeout. The balance
of the takeout remaining after these deductions, commonly referred to as the
"retainage," is retained by the Racetrack.
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The Company's ability to operate profitably depends in large measure on
obtaining significant revenues from simulcast racing. Such revenues, among
other things, provide monies for purses paid during the live meet (see
"Management of Purse Fund"), as well as the funds needed to support the
substantially higher costs which the Racetrack incurs when it conducts live
horse racing. Revenues from simulcasting are contractually apportioned
between the host track and the racetrack receiving the simulcast signal (the
"receiving track") in various negotiated proportions. The Company's
simulcast agreements with other racetracks, are subject to termination or
modification upon specified notice. There can be no assurance that the
Company will continue to generate sufficient revenues from its simulcast
operations to enable it to obtain the funds necessary to adequately support
live racing.
UNCERTAINTY REGARDING ADDITIONAL REVENUE SOURCES. Legislation which
would permit the Minnesota State Lottery to operate up to 1,500 video lottery
terminals (VLT's) at the Racetrack was introduced during the 1997 session of
the Minnesota Legislature. This proposal was primarily structured to provide
a source of financing for a new outdoor baseball stadium for the Minnesota
Twins. Public polling during that period indicated substantial public support
for funding the stadium using income from VLT's at the Racetrack. However,
the legislative session ended without resolution of the issue. The stadium
funding issue is currently being studied by a legislative committee which
will report to the Minnesota legislature during a special session expected to
convene in September of 1997 to deal with the stadium issue. The Company has
engaged various consultants to research and report to the committee and the
legislature on the viability and potential profitability of additional gaming
at the Racetrack. NO ASSURANCE CAN BE GIVEN THAT ANY STADIUM FUNDING
LEGISLATION AUTHORIZING ADDITIONAL GAMING AT THE RACETRACK WILL BE ENACTED
AND, IF ENACTED, THE COMPANY IS UNABLE TO PROVIDE ANY ESTIMATES AS TO WHAT,
IF ANY, POSITIVE FINANCIAL IMPACT THIS LEGISLATION WOULD HAVE ON THE COMPANY.
COMPETITION WITH OTHER FORMS OF ENTERTAINMENT. Although the Company
holds the only license to own and operate a pari-mutuel horse racing track in
the seven county area surrounding Minneapolis and Saint Paul, the Racetrack
encounters intense competition from many other forms of leisure time
activities, including casino style gaming on nearby Indian reservations,
charitable gaming (primarily bingo and pulltabs), Minnesota state lottery
products, dog racing, professional and collegiate sports, the Mall of America
(the largest enclosed shopping mall in the United States), amusement parks
and other forms of entertainment. No assurance can be given that such
competition will not prevent the Racetrack from attaining or maintaining
levels of attendance and wagering adequate to generate sufficient revenues
for the Company.
COMPETITION FOR QUALITY HORSES; DECLINE IN THOROUGHBRED HORSE INDUSTRY.
The Company's ability to attract patrons for the Racetrack's live meets is
dependent, in part, on the quality of horses racing at the Racetrack. The
Company competes with racetracks located throughout the United States,
including many located in the Midwest, to attract quality horses. A number
of competing racetracks are able to offer greater purses than the Company.
No assurance can be given that the Company will be able to offer purses that
are sufficiently high to attract the better quality horses needed to build
attendance and wagering at the Racetrack.
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In addition, over the last several years, the thoroughbred industry as a
whole, and Minnesota in particular, has seen depressed prices for the sale of
thoroughbreds, as well as financial failures of thoroughbred farms. The
number of thoroughbred foals born has decreased over the past several years
leading to an industry-wide decline in the number of thoroughbreds available
to run in races. The Company believes this trend may continue. Because of
the decline in the number of thoroughbreds racing, competition for quality
horses to participate in live racing is expected to intensify. Accordingly,
there can be no assurance that a sufficient number of quality horses will be
available to race at the Racetrack.
RELATIONS WITH HORSE INDUSTRY ASSOCIATIONS. The success of the Company
depends in large part upon maintaining good relations with horse owners and
trainers of the various breeds of horses competing at the Racetrack whose
respective interests are represented by several industry associations.
Owners and trainers of thoroughbred horses are represented by the Minnesota
Horsemen's Benevolent and Protective Association ("MHBPA"); owners and
trainers of quarter horses are represented by the Minnesota Quarter Horse
Racing Association; and owners and trainers of standard-bred horses are
represented by the Minnesota Harness Racing, Inc. (all such associations
being hereinafter collectively referred to as the "Horse Associations").
Good relations are important, in part, because, while the minimum amount
allocated from the takeout for purses is fixed by Minnesota law, total purses
paid during the live meet and other matters related to purses and the
administration of the live meet is subject to further agreement with the
Horse Associations.
Under federal and state law, the Racetrack is obligated to reach
agreement with the association representing the owners and trainers of the
breed of horse which races a majority of the time at the Racetrack, which is
the MHBPA, in regard to the number of racing days and the operation of
simulcasting. Although the Company has obtained the consent of the MHBPA for
the receipt of simulcasting signals and believes it will continue to obtain
such consents in the future, as well as obtaining the consent of the MHBPA to
act as a sending track when it commences live racing, no assurance in regard
to any future consents can be given. Of particular significance, unless
agreement is reached with the MHBPA to conduct a shorter season, Minnesota
law requires the Racetrack to schedule a minimum of 125 days of live racing
annually, which is considerably longer than the length of live meets which
the Company believes is feasible for the foreseeable future. The MHBPA has
waived the 125-day requirement for live meets conducted in 1994 through 1997
and allowed the Company to run a live meet for a minimum of approximately 55
days in each of 1995, 1996 and 1997. Although the Company believes it has a
good working relationship with the MHBPA, there can be no assurance that the
Company will be able to continue to negotiate agreements with the MHBPA that
will enable the Company to operate a live meet shorter than the statutory
minimum for the years beyond 1997. If the Company is unable to negotiate
such an agreement or reach agreement on other terms it believes are important
to its operations, its profitability could be adversely affected.
MANAGEMENT OF PURSE FUND. The Racetrack generates funds for the purses
from wagering on simulcasting and on live races with a percentage of the
takeout required to be set aside for distribution as purses to owners of
horses running in the live meet. Although the total amount to be paid for
purses during the live meet is based on the total amount wagered on
simulcasting prior to
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and during the live meet and on live races during the live meet, the track
operator must estimate the total purse monies that are expected to be
generated by such wagering and establish purses based on these estimates. If
the Company overestimates the amount of reserves that will be generated prior
to and during a live meet, then the percentage of purse money as compared to
total revenues will increase, thus reducing cash flow and possibly
profitability. Therefore, the success of the Company will depend, in part,
on its ability to correctly forecast the total amount of purse funds that
will be generated from racing and the proper allocation of the purse funds to
attract quality horses throughout the live meet.
DECLINING ON-TRACK PATRONAGE. For the past several years, a number of
racetracks throughout the country have experienced a decline in attendance at
live races and, as a consequence, a decline in revenues derived from
pari-mutuel wagering at the racetracks where the horses run ("on-track
wagering"). This trend was reflected in Minnesota and, the Company believes,
contributed to prior unsuccessful operations at the Racetrack. No assurance
can be given that this trend will not continue.
GOVERNMENT REGULATION. The operation of the Company's pari-mutuel
wagering facility is subject to ongoing and active governmental regulation,
including, but not limited to, regulation under the Minnesota Pari-Mutuel
Horse Racing Act (the "Racing Act"). Under the Racing Act, the Minnesota
Racing Commission (the "Racing Commission") has the authority to review the
Company's Class A and Class B licenses and may suspend or revoke either
license for violation of the Racing Act or any regulations of the Racing
Commission. Loss of either license would deprive the Company of
substantially all of its operating income.
A significant portion of the Company's revenues are from the funds
remaining from the handle after deducting statutorily mandated payments to
(i) the state of Minnesota in the form of pari-mutuel taxes, (ii) the horse
owners in the form of purses, (iii) the Breeder's Fund which is apportioned
by the Minnesota Racing Commission among various purposes related to
Minnesota's horse breeding and racing industries, and (iv) racing patrons in
the form of winning pari-mutuel tickets. The legislature of Minnesota could
change any or all of these statutorily mandated payments which the Company
must pay, or require additional payments at any time.
RESTRICTIONS ON HOLDERS OF FIVE PERCENT OR MORE OF COMPANY COMMON STOCK.
Under the Racing Act, owners of five percent or more of the Company's
securities are subject to review by the Racing Commission, which may revoke
or suspend the Company's Class A and Class B licenses if it determines that
the ownership by such persons would be detrimental to horse racing in
Minnesota. The Company has included a provision in its Articles of
Incorporation that permits it to repurchase the shares of Common Stock held
by such persons at specified prices. See "Description of Securities -- Racing
Commission Approval Required For Five Percent Holders."
CONTROL BY EXISTING MANAGEMENT. The officers and directors of the
Company beneficially own approximately 55.6% of the outstanding shares of the
Company. These officers and directors
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are in a position to exercise control over the affairs of the Company,
including the election of directors.
RELIANCE UPON CURRENT MANAGEMENT. The Company is significantly dependent
upon the services of Curtis A. Sampson, its Chairman, Dale H. Schenian, its
Vice-chairman, and Randall D. Sampson, its President and General Manager.
The Company has not entered into employment agreements with any of these
individuals and the loss of the services of any of these persons might have a
material adverse effect on the Company. No assurance can be given that
suitable individuals will be available to perform the functions for which
needs continue to exist.
NO DIVIDENDS. The Company has never paid cash dividends on its Common
Stock and does not anticipate paying dividends on its Common Stock in the
foreseeable future. Any future cash dividends will depend upon the earnings,
if any, of the Company, its financial requirements and other factors.
Investors who anticipate a need for immediate income from their investment
should not purchase the Common Stock and Redeemable Warrants being offered
hereby.
POSSIBLE REDEMPTION OF WARRANTS. The Redeemable Warrants are subject to
redemption at any time by the Company at $.05 per Redeemable Warrant on 30
days prior written notice if the last reported sale of the Common Stock
exceeds $5.85 per share (subject to adjustment) for 20 consecutive trading
days within 15 days prior to the date of notice. If the Redeemable Warrants
are redeemed, Warrantholders will lose their right to exercise the Redeemable
Warrants except during such 30-day redemption period. Redemption of the
Redeemable Warrants could force the holders to exercise the Redeemable
Warrants at a time when it may be disadvantageous for the holders to do so or
to sell the Redeemable Warrants at the then market price or accept the
redemption price, which is likely to be substantially less than the market
value of the Redeemable Warrants at the time of redemption. See "Description
of Securities -- Redeemable Warrants."
10
<PAGE>
USE OF PROCEEDS
The net proceeds to be received by the Company if all of the Redeemable
Warrants and all of the Representative's Warrants are exercised in full are
estimated to be approximately $8,209,200. The net proceeds will be used to
reduce debt and for working capital and general corporate purposes.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company's authorized capital stock consists of 10,000,000 shares of
Common Stock, $.01 par value, of which 2,973,882 shares of Common Stock are
currently outstanding and held of record by approximately 327 shareholders.
Holders of Common Stock are entitled to receive such dividends as are
declared by the Board of Directors of the Company out of funds legally
available for the payment of dividends. The Company expects to retain any
earnings to finance the development of its business. Accordingly, the
Company does not anticipate payment of any dividends on the Common Stock for
the foreseeable future. In the event of any liquidation, dissolution or
winding-up of the Company, the holders of Common Stock will be entitled to
receive a pro rata share of the net assets of the Company remaining after
payment or provision for payment of the debts and other liabilities of the
Company.
Holders of Common Stock are entitled to one vote per share in all matters
to be voted upon by shareholders. There is no cumulative voting for the
election of directors, which means that the holders of shares entitled to
exercise more than 50% of the voting rights in the election of directors are
able to elect all of the directors. Holders of Common Stock have no
preemptive rights to subscribe for or to purchase any additional shares of
Common Stock or other obligations convertible into shares of Common Stock
which may hereafter be issued by the Company.
The Company's Articles of Incorporation provide that the Company may
redeem, at fair market value, securities held by any person or entity whose
status as a security holder, in the opinion of the Board of Directors of the
Company, may result in the disapproval, modification or non-renewal of any
contract or the loss or non-reinstatement of any license or franchise from
any governmental agency held by the Company or any of its subsidiaries, which
license or franchise is conditioned upon some or all of the holders of
capital stock meeting certain criteria. These restrictions are contained in
a legend on each certificate evidencing shares of Common Stock and will be
contained on each certificate issued evidencing Redeemable Warrants. See
"Racing Commission Approval Required for Five Percent Holders" below.
All of the outstanding shares of Common Stock are, and the shares to be
sold pursuant to this Offering will be, fully paid and non-assessable.
Holders of Common Stock of the Company are not liable for further calls or
assessments.
11
<PAGE>
REDEEMABLE WARRANTS
WARRANT AGREEMENT. The Redeemable Warrants have been, and to the extent
the Representative's warrants are exercised, will be issued under and
governed by the provisions of the Warrant Agreement between the Company and
Norwest Bank Minnesota, National Association, as Warrant Agent. A copy of
the Warrant Agreement has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The following statements are
summaries of certain provisions contained therein, are not complete and are
qualified in their entirety by reference to the Warrant Agreement.
One Redeemable Warrant entitles the holder ("Warrantholder") thereof to
purchase one share of Common Stock during the four years following the date
of issuance. Each Redeemable Warrant will be exercisable at a price equal to
$4.875 per share, subject to adjustment as a result of certain events.
Beginning ninety (90) days from issuance, the Redeemable Warrants are
redeemable, in whole, by the Company at a redemption price of $.05 per
Redeemable Warrant on not less than 30 days written notice, provided that the
last reported sale of the Common Stock exceeds $5.85 per share (subject to
adjustment) for any 20 consecutive trading days ending no less than 15
calendar days prior to such notice. Holders of Redeemable Warrants may
exercise their rights until the close of business on the date fixed for
redemption, unless extended by the Company.
Warrantholders as such are not entitled to vote, receive dividends, or
exercise any of the rights of holders of shares of Common Stock for any
purpose until such Redeemable Warrants have been duly exercised and payment
of the purchase price has been made. The Redeemable Warrants are in
registered form and may be presented for transfer, exchange, or exercise at
the corporate office of the Warrant Agent.
The Warrant Agreement provides for adjustment of the exercise price and
the number of shares of Common Stock purchasable upon exercise of the
Redeemable Warrants to protect Warrantholders against dilution in certain
events, including stock dividends, stock splits, reclassification and any
combination of Common Stock, or the merger, consolidation or disposition of
substantially all the assets of the Company.
REGISTRATION. The Company has sufficient shares of Common Stock
authorized and reserved for issuance upon exercise of the Redeemable
Warrants, and such shares when issued will be fully paid and non-assessable.
The Company must have a current registration statement on file with the
Securities and Exchange Commission and, unless exempt therefrom, with the
securities commission of the state in which the Warrantholder resides in
order for the Warrantholder to exercise his or her Redeemable Warrants and
obtain shares of Common Stock free of any transfer restrictions. The shares
so reserved for issuance upon exercise of the Redeemable Warrants are
registered pursuant to the Registration Statement for which this Prospectus
is a part. Furthermore, the Company has agreed to use its best efforts to
maintain an effective registration statement (by filing any necessary
post-effective amendments or supplements to the Registration Statement)
throughout the term of the Redeemable Warrants with respect to the shares of
Common Stock issuable upon exercise thereof.
12
<PAGE>
The Company will incur significant legal and other related expenses in order
to keep such registration statement current. There can be no assurance,
however, that the Company will be able to keep any such registration
statement current or that such registration statement will be effective at
the time the Warrantholder desires to exercise his or her Redeemable Warrants
and issuance of shares of Common Stock upon such exercise. However, there
can be no assurance that any such qualification will be effective at the time
the Warrantholder desires to exercise his or her Redeemable Warrants. If for
any reason the Company's registration statement is not kept current, or if
the Company is unable to qualify its Common Stock underlying the Redeemable
Warrants for sale in particular states, Warrantholders in those states will,
absent an applicable exemption, have no choice but to either sell such
Warrants or let them expire.
EXERCISE. The Redeemable Warrants may be exercised upon surrender of the
certificate therefore on or prior to the expiration date (or earlier redemption
date) at the offices of the Company's Warrant Agent, with the "Purchase Form" on
the reverse side of the certificate filled out and executed as indicated,
accompanied by payment of the full exercise price (by certified or cashier's
check payable to the order of the Company) for the number of Redeemable Warrants
being exercised.
For the term of the Redeemable Warrants, the Warrantholders are given the
opportunity to profit from a rise in the market price of the Company's Common
Stock with a resulting dilution in the interest of the Company's shareholders.
During such term, the Company may be deprived of opportunities to sell
additional equity securities at a favorable price. The Warrantholders may be
expected to exercise their Redeemable Warrants at a time when the Company would,
in all likelihood, be able to obtain equity capital by a sale or a new offering
on terms more favorable to the Company than the terms of the Redeemable
Warrants.
TAX CONSIDERATIONS. No gain or loss will be recognized by a holder of a
Redeemable Warrant upon purchase of Common Stock for cash pursuant to the
exercise of the Redeemable Warrant. The adjusted basis of a share of Common
Stock so acquired will equal the adjusted basis of the Redeemable Warrant plus
the exercise price. There may be other federal tax considerations, and state,
local or foreign tax considerations. Investors should consult their own tax
advisors before determining whether to purchase the Units or exercise the
Redeemable Warrants.
RACING COMMISSION APPROVAL REQUIRED FOR FIVE PERCENT HOLDERS
Under the Minnesota Racing Act, the Minnesota Racing Commission may deny
the request for a Class A License or a Class B License if any person
associated with the license applicant has committed certain acts, including
having been engaged in any illegal business or been found guilty of fraud or
misrepresentation in connection with horse racing or breeding. An applicant
or licensee is also required to provide this information with respect to any
such controlling person or a nonindividual person that owns five percent or
more of the voting securities of the applicant. Pursuant to Minn. Stat.
Section 240.06, Subd. 6 and 7, and Minn. Stat. Section 240.07, Subd. 5 and
6, the holder of a Class A or Class B license is also required to report to
the Minnesota Racing Commission the identity and relevant information about
any person who acquires five percent or more of the licensee's
13
<PAGE>
beneficial ownership within five days of the time that such person acquires
such beneficial ownership of the Company's Common Stock. The Minnesota
Racing Commission has the power to revoke or suspend a licensee's Class A or
Class B license if the Minnesota Racing Commission determines that a five
percent owner's interest in the licensee is detrimental to the integrity of
horse racing in Minnesota or if the information required by the statute about
the person cannot be verified.
In light of these provisions of Minnesota law, the Company has included a
provision in its Articles of Incorporation that provides that in the event
any person or group of persons acquires a five percent or greater beneficial
interest in the Company's equity securities, the shareholder must provide the
Company with the information that the Company is required to provide to the
Minnesota Racing Commission under Minnesota law. The Articles further
provide that if any five percent beneficial holder of the equity securities
of the Company, or any other beneficial holder of the Company's securities,
is determined by the Racing Commission to be detrimental to the integrity of
horse racing in Minnesota or in the reasonable judgment of the Company such a
conclusion is likely or if the person refuses to provide the information
required to make the determination under Minnesota law, the Company shall
have the right to repurchase all shares acquired by such person or persons at
the lowest of (i) the price at which shares were acquired, (ii) the book
value of the Company as of its most recent audited balance sheet prior to the
purchase, or (iii) the fair market value of the Company's Common Stock on the
date the Company learned of the purchase.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Redeemable Warrants and
Common Stock is Norwest Bank Minnesota, N.A.
INDEMNIFICATION AND WAIVER OF DIRECTOR LIABILITY
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has bene settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
The Minnesota Business Corporation Act provides that officers and
directors of the Company have the right to indemnification from the Company
for liability arising out of certain actions. Such
14
<PAGE>
indemnification may be available for liabilities arising in connection with
this offering. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to such indemnification provisions, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
The Company has adopted in its Articles of Incorporation a provision
which limits personal liability for breach of the fiduciary duty of its
directors, to the extent provided by Section 302A.251 of the Minnesota
Business Corporation Act. Such provision eliminates the personal liability
of directors for damages occasioned by breach of fiduciary duty, except for
liability based on a breach of the director's duty of loyalty to the Company,
liability for acts or omissions not made in good faith, liability for acts or
omissions involving intentional misconduct, liability based on payments of
improper dividends, liability based on violations of state securities laws
and liability for acts occurring prior to the date such provision was added.
Section 302A.521 of the Minnesota Business Corporation Act provides that
a Minnesota business corporation shall indemnify any director, officer,
employee or agent of the corporation made or threatened to be made a party to
a proceeding, by reason of the former or present official capacity (as
defined therein) of the person, against judgments, penalties, fines,
settlements and reasonable expenses incurred by the person in connection with
the proceeding if certain statutory standards are met. "Proceeding" means a
threatened, pending or completed civil, criminal, administrative, arbitration
or investigative proceeding, including one by or in the right of the Company.
Article IX of the Company's By-Laws provides that the Company shall
indemnify persons to the fullest extent permissible by the Minnesota Business
Corporation Act. Section 302A.521 contains detailed terms regarding such
right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
The Company is governed by the provisions of Sections 302A.671 and
302A.673 of the Minnesota Business Corporation Act, which may deny
shareholders the receipt of a premium on their Common Stock and which may
also have a depressive effect on the market price of the Company's Common
Stock. In general, Section 302A.671 provides that the shares of a
corporation acquired in a "control share acquisition" have no voting rights
unless voting rights are approved in a prescribed manner. A "control share
acquisition" is an acquisition, directly or indirectly, of beneficial
ownership of shares that would, when added to all other shares beneficially
owned by the acquiring person, entitle the acquiring person to have voting
power of 20% or more in the election of directors. In general, Section
302A.637 prohibits a public Minnesota corporation from engaging in a
"business combination" with an "interested shareholder" for a period of four
years after the date of the transaction in which the person became an
interested shareholder, unless the business combination is approved in a
prescribed manner. "Business combination" includes mergers, asset sales and
other transactions resulting in a financial benefit to the interested
shareholder. An "interested shareholder" is a person who is the beneficial
owner, directly or indirectly, of 10% or more of the corporation's voting
stock or who is an affiliate or associate of the corporation and at any time
within four years
15
<PAGE>
prior to the date in question was the beneficial owner, directly or
indirectly, of 10% or more of the corporation's voting stock.
PLAN OF DISTRIBUTION
The Common Stock and Redeemable Warrants offered hereby are being offered
by the Company exclusively to the holders of the Company's Redeemable
Warrants and the Representative's Warrants. The Company does not have any
agreement with any underwriter or other party for the distribution of the
Common Stock offered hereby. The Common Stock is being offered by the
Company through this Prospectus, and no commissions or other remuneration
will be paid to any person for soliciting the exercise of the Redeemable
Warrants and the Representative's Warrants and the sale of the Common Stock.
The Company has agreed to maintain effectiveness of the Registration
Statement of which this Prospectus forms a part until August 25, 1998 with
respect to the Redeemable Warrants and August 18, 1999 with respect to the
Representative's Warrants. As a result, the Common Stock issuable upon exercise
of the Redeemable Warrants and the Representative's Warrants will be freely
transferrable by the holders thereof (other than affiliates of the Company).
LEGAL MATTERS
The validity of the shares of Common Stock to be issued upon exercise of
the Redeemable Warrants will be passed upon for the Company by Lindquist &
Vennum P.L.L.P., Minneapolis, Minnesota. Partners of Lindquist & Vennum
beneficially own 7,500 shares of Common Stock.
EXPERTS
The Consolidated Financial Statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996 have been audited by Deloitte & Touche LLP, independent
public accountants, as stated in their report, which is incorporated by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
16
<PAGE>
NO DEALER, SALESPERSON OR OTHER
INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IN CONNECTION
WITH THE OFFERING MADE HEREBY, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT DOES NOT
CONSTITUTE AN OFFER TO SELL, OR
SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OFFERED HEREBY TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH
OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF.
TABLE OF CONTENTS PAGE
Available Information . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . 3
Forward Looking Statements . . . . . 3
Prospectus Summary . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . 11
Description of Securities . . . . . 11
Indemnification and Waiver of
Director Liability . . . . . . . . 14
Plan of Distribution . . . . . . . . 16
Legal Matters . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . 16
CANTERBURY PARK
HOLDING
CORPORATION
---------------------
PROSPECTUS
---------------------
, 1997
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution of
the securities covered by this post-effective amendment are set forth in the
following table:
SEC registration fee . . . . . . . . . . *
Legal fees and expenses of the Company . . $4,000
Accounting fees and expenses . . . . . . . . $2,000
Blue Sky fees and expenses . . . . . . . . . $ 300
Printing expenses . . . . . . . . . . . . . $ 750
Transfer agent fees and expenses . . . . . . $ 250
Miscellaneous . . . . . . . . . . . . . . . $ 200
------
TOTAL . . . . . . . . . . . . . . . . . $7,500
------
_____________________________
* Previously paid.
Each amount set forth above, except the SEC registration fee and the
NASD filing fees, is estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Business Corporation Act
provides that, unless prohibited or limited by a corporation's
articles of incorporation or bylaws, a corporation must indemnify its
current and former officers, directors, employees and agents against
reasonable expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement and which were incurred in
connection with actions, suits, or proceedings in which such persons
are parties by reason of the fact that they are or were an officer,
director, employee or agent of the corporation, if they (i) have not
been indemnified by another organization, (ii) acted in good faith,
(iii) received no improper personal benefit, (iv) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct
was unlawful, and (v) reasonably believed that the conduct was in the
best interests of the corporation. Section 302A.521 also permits a
corporation to purchase and maintain insurance on behalf of its
officers, directors, employees and agents against any liability which
may be asserted against, or incurred by, such persons in their
capacities as officers, directors, employees and agents against any
liability which may be asserted against, or incurred by, such persons
in their capacities as officers, directors, employees or agents of the
corporation, whether or not the corporation would have been required
to indemnify the person against the liability under the provisions of
such section.
18
<PAGE>
Article VII of the Bylaws of the Company provides that the directors,
officers and employees of the Company and other persons serving at the
request of the Registrant shall be indemnified to the fullest extent
permitted by Section 302A.521 of the Minnesota Business Corporation Act.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Regulation S-B Location in Consecutive Numbering
Exhibit Table System as Filed With the Securities
Reference Title of Document and Exchange Commission
- -------------- ----------------- -----------------------------------
<S> <C> <C>
(1) *
(2) *
4.1 Warrant Agreement between the Filed as Exhibit 4.1 to the SB-2
Company and the Warrant Agent Registration Statement (File
No. 33-81262C) as declared effective
August 18, 1994 (the "SB2 Registration
Statement) and incorporated herein by
reference.
5 Opinion of Lindquist & Vennum Filed herewith as Exhibit 5.1.
8 *
15 *
23.1 Consent of Lindquist & Vennum Filed herewith.
(included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, Filed herewith as Exhibit 23.2.
independent public accountants
24 Power of Attorney Included on Signature Page.
25 *
26 *
27 *
28 *
</TABLE>
___________________________
*Not applicable.
19
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement ( or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
the Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing a Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Shakopee, State of Minnesota, on
August 26, 1997.
CANTERBURY PARK HOLDING CORPORATION
By: /s/ Randall D. Sampson
--------------------------------------------
Randall D. Sampson, Chief Executive Officer,
President and Treasurer (Principal
Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
POWER OF ATTORNEY
The undersigned officers and directors of Canterbury Park Holding
Corporation hereby constitute and appoint Randall D. Sampson and Curtis A.
Sampson, or either of them, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities to sign
any and all amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do of cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 26th day of August, 1997
by the following person in the capacities indicated:
SIGNATURE TITLE
- --------- -----
/s/ Curtis A. Sampson Chairman of the Board
- ------------------------------
Curtis A. Sampson
/s/ Dale H. Schenian Vice Chairman of the Board
- ------------------------------
Dale H. Schenian
/s/ Randall D. Sampson Chief Executive Officer, President,
- ------------------------------ Treasurer (Principal Executive
Randall D. Sampson Officer, Principal Financial Officer
and Principal Accounting Officer)
and Director
21
<PAGE>
/s/ Brian C. Barenscheer
- ---------------------------------- Director
Brian C. Barenscheer
/s/ Gibson Carothers
- ---------------------------------- Director
Gibson Carothers
/s/ Terence McWilliams
- ---------------------------------- Director
Terence McWilliams
/s/ Carin Offerman
- ---------------------------------- Director
Carin Offerman
22
<PAGE>
EXHIBIT 5.1
August 25, 1997
Canterbury Park Holding Corporation
1100 Canterbury Drive
Shakopee, Minnesota 55379
Re: OPINION OF COUNSEL AS TO LEGALITY OF 1,687,400 SHARES OF COMMON
STOCK TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-3 of 1,687,400 shares of Common Stock, $0.01
par value, of Canterbury Park Holding Corporation (the "Company"). The shares
include (i) 1,562,400 shares issuable upon the exercise of Redeemable Common
Stock Purchase Warrants of the Company issued as part of the Company's August
18, 1994 initial public offering (including 125,000 shares underlying
Redeemable Warrants which are issuable upon exercise of the Representative's
Warrant, as defined in the Registration Statement), and (ii) 125,000 shares
of Common Stock issuable pursuant to the exercise of the Representative's
Warrant.
Based on our familiarity with the affairs of the Company and upon our
examination of pertinent documents, it is our opinion that the 1,687,400
shares of Common Stock to be issued by the Company will, when paid for and
issued, be validly issued and lawfully outstanding, fully paid and
nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration
Statement with respect to said shares of Common Stock under the Securities
Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/ Lindquist & Vennum P.L.L.P.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Canterbury Park Holding Corporation on Form S-3 of our report dated March
7, 1997 appearing in the Annual Report on Form 10-KSB of Canterbury Park
Holding Corporation for the year ended December 31, 1996 and to the reference
to us under the heading "Experts" in the Prospectus, which is a part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
August 25, 1997
